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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 14, 2024
Oruka Therapeutics, Inc.
(Exact name of Registrant as Specified in its
Charter)
Delaware |
|
000-22873 |
|
36-3855489 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
855 Oak Grove Avenue
Suite 100
Menlo Park, California |
|
94025 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (650) 606-7910
N/A
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, $0.001 par value |
|
ORKA |
|
The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
INTRODUCTORY NOTE
As previously disclosed, on August 29, 2024 (the “Closing Date”),
Oruka Therapeutics, Inc., a Delaware corporation (formerly known as ARCA biopharma, Inc.) (prior to the Closing Date, unless context otherwise
requires, “ARCA” and, after the Closing Date, the “Company”), consummated the previously announced business combination
pursuant to that certain Agreement and Plan of Merger and Reorganization, dated April 3, 2024 (the “Merger Agreement”),
by and among ARCA, Atlas Merger Sub Corp, a wholly owned subsidiary of ARCA (“First Merger Sub”), Atlas Merger Sub II, LLC,
a wholly owned subsidiary of ARCA (“Second Merger Sub”) and Oruka Therapeutics, Inc., a private Delaware corporation (“Pre-Merger
Oruka”), pursuant to which, among other matters, Pre-Merger Oruka merged with and into First Merger Sub, with Pre-Merger Oruka continuing
as a wholly owned subsidiary of ARCA and the surviving corporation of the merger (“First Merger”) and following that, Pre-Merger
Oruka then merged with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the second merger (the “Second
Merger” and together with the First Merger, the “Merger”). Following consummation of the Merger, the Company effected
a 1-for-12 reverse stock split (the “Reverse Stock Split”) of the common stock, par value $0.001 per share, of the Company
(“Company Common Stock”), which became effective on September 3, 2024. At the Closing, among other things, the shares of Pre-Merger
Oruka common stock and Pre-Merger Oruka pre-funded warrants were converted into shares of Company Common Stock and pre-funded warrants
to purchase shares of Company Common Stock equal to the exchange ratio of 6.8569 shares of Company Common Stock (the “Exchange Ratio”).
Item 8.01 Other Events.
To reflect the Reverse Stock Split and the Exchange Ratio, the
audited financial statement of Pre-Merger Oruka as of February 6, 2024 and the related notes thereto have been retroactively
adjusted and are filed herewith as Exhibit 99.1. There have been no other changes to such financial statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Oruka Therapeutics, Inc. |
|
|
|
Date: November 14, 2024 |
By: |
/s/ Lawrence Klein |
|
|
Name: |
Lawrence Klein |
|
|
Title: |
President and Chief Executive Officer |
2
Exhibit 99.1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of Directors and Stockholders of Oruka Therapeutics, Inc.
Opinion on the Financial Statement — Balance Sheet
We have audited the accompanying balance sheet of Oruka Therapeutics,
Inc. (the “Company”) as of February 6, 2024, including the related notes (collectively referred to as the “financial
statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company
as of February 6, 2024 in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s Ability to Continue
as a Going Concern
The accompanying financial statement has been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the financial statement, the Company has not generated any revenue
from product sales or other sources and has incurred significant operating losses and negative cash flows from operations since inception,
which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are
also described in Note 1. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
The financial statement is the responsibility of the Company’s
management. Our responsibility is to express an opinion on the Company’s financial statement based on our audit. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We conducted our audit of this financial statement in accordance with
the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement,
whether due to error or fraud.
Our audit included performing procedures to assess the risks of material
misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period
audit of the financial statement that were communicated or required to be communicated to the audit committee and that (i) relate to accounts
or disclosures that are material to the financial statement and (ii) involved our especially challenging, subjective, or complex judgments.
We determined there are no critical audit matters.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
May 13, 2024, except for the effects of the reverse stock split discussed
in Note 1 to the financial statement, as to which the date is September 5, 2024, and except for the effects of the reverse merger exchange
ratio discussed in Note 1 to the financial statement, as to which the date is November 13, 2024.
We have served as the Company’s auditor since 2024.
ORUKA THERAPEUTICS, INC.
BALANCE SHEET
(In thousands, except share amounts)
| |
February 6, 2024 | |
ASSETS | |
| | |
Current Assets | |
| | |
Subscription receivable | |
$ | 1 | |
Total assets | |
$ | 1 | |
| |
| | |
Commitments and contingencies (Note 5) | |
| | |
| |
| | |
STOCKHOLDERS’ EQUITY | |
| | |
Series A convertible preferred stock, $0.001 par value, 20,000,000 shares authorized, no shares issued and outstanding as of February 6, 2024 | |
$ | — | |
Common stock, $0.001 par value, 65,000,000 shares authorized, 3,197,975 issued and outstanding as of February 6, 2024 | |
| 3 | |
Additional paid-in capital | |
| (2 | ) |
Total stockholders’ equity | |
$ | 1 | |
The accompanying notes are an integral part of
this financial statement.
ORUKA THERAPEUTICS, INC.
NOTES TO FINANCIAL STATEMENT
1. Nature of the Business and Basis of Presentation
Background and Basis of Presentation
Oruka Therapeutics, Inc. (“Oruka” or
the “Company”) was established and incorporated under the laws of the state of Delaware on February 6, 2024. Oruka was founded
by Paragon Therapeutics, Inc. (“Paragon”). The Company currently operates as a virtual company, and thus, does not maintain
a corporate headquarters or other significant facilities. Oruka was formed to develop biologics to optimize the treatment of inflammatory
skin diseases.
The Company is subject to risks and uncertainties
common to early-stage companies in the biopharmaceutical industry, including, but not limited to, completing preclinical and clinical
trials, obtaining regulatory approval for product candidates, development by competitors of new technological innovations, dependence
on key personnel, the ability to attract and retain qualified employees, reliance on third-party organizations, protection of proprietary
technology, compliance with government regulations, product liability, uncertainty of market acceptance of products and the ability to
raise additional capital to fund operations.
The Company’s potential products will require
approval from the U.S. Food and Drug Administration or comparable foreign authorities prior to the commencement of commercial sales. There
can be no assurance that the Company’s potential products will receive all the required approvals. In addition, there can be no
assurance that the Company’s potential products, if approved, will be accepted in the marketplace, nor can there be any assurance
that any future products can be developed or manufactured at an acceptable cost and with appropriate performance characteristics, or that
such products will be successfully marketed, if at all.
The financial statement and accompanying notes have
been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Liquidity
The accompanying financial statement has been prepared
on the basis that the Company is a going concern, which contemplates, among other things, the realization of assets and satisfaction of
liabilities in the normal course of business. As of February 6, 2024, the Company had no cash.
The Company will devote substantially all of its
resources to advancing the development of its portfolio of programs, organizing and staffing the Company, business planning, raising capital,
and providing general and administrative support for these operations. Current and future programs will require significant research and
development efforts, including preclinical and clinical trials and regulatory approvals to commercialization. These efforts require significant
amounts of additional capital, adequate personnel, and infrastructure. Even if the Company’s development efforts are successful,
it is uncertain when, if ever, the Company will realize significant revenue from product sales. If the Company obtains regulatory approval
for any of its product candidates and starts to generate revenue, it expects to incur significant expenses related to developing its internal
commercialization capability to support product sales, marketing, and distribution.
As a result, the Company will need substantial additional
funding to support its operating activities as it advances its potential product candidates through development, seeks regulatory approval
and prepares for and, if any of its product candidates are approved, proceeds to commercialization. Until such time as the Company can
generate significant revenue from product sales, if ever, the Company expects to finance its operating activities through a combination
of equity offerings and debt financings. Adequate funding may not be available to the Company on acceptable terms, or at all.
If the Company is unable to obtain additional funding,
the Company will assess its capital resources and may be required to delay, reduce the scope of or eliminate some or all of its planned
operations, which may have a material adverse effect on the Company’s business, financial condition, results of operations and ability
to operate as a going concern. The financial statement does not include any adjustments that may result if the Company is not able to
continue as a going concern.
The Company has not generated any revenue from product
sales or other sources and has incurred significant operating losses and negative cash flows from operations since inception.
In March 2024, the Company received $3.0 million
in proceeds from the sale of Series A convertible preferred stock and $25.0 million in proceeds from the sale of an unsecured convertible
promissory note, both of which were related party transactions (see Note 7 Subsequent Events).
ARCA biopharma, Inc., a Delaware corporation (“ARCA”),
and the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) on April 3, 2024,
pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement,
Atlas Merger Sub Corp, a Delaware corporation (“First Merger Sub”), will merge with and into Oruka, with Oruka continuing
as a wholly owned subsidiary of ARCA and the surviving corporation of the merger (the “First Merger”), and Oruka will merge
with and into Atlas Merger Sub II, LLC, a Delaware limited liability company (“Second Merger Sub” and together with First
Merger Sub, “Merger Subs”), with Second Merger Sub being the surviving entity of the merger (the “Second Merger”
and, together with the First Merger, the “Merger”). In connection with the Merger, Second Merger Sub will change its corporate
name to “Oruka Therapeutics Operating Company, LLC” and ARCA will change its name to “Oruka Therapeutics, Inc.”
ARCA following the Merger is referred to herein as the “combined company.” The combined company will be led by Oruka’s
management team and will remain focused on developing biologics to optimize the treatment of inflammatory skin diseases.
Concurrent with the execution of the Merger Agreement,
the Company entered into a subscription agreement with certain investors to which the Company agreed to issue and sell to investors in
a private placement financing (the “Private Placement”) shares and pre-funded warrants of the Company’s common stock
at an estimated purchase price of $9.71 ($5.55 prior to impact of reverse stock split and reverse merger exchange ratio) per share of
common stock and estimated purchase price of $9.70 ($5.54 prior to the impact of the reverse stock split and reverse merger exchange ratio)
per warrant for gross proceeds of approximately $275.0 million, which will precede the closing of the Merger Agreement. Shares of the
Company’s common stock and pre-funded warrants to purchase shares of the Company’s common stock issued pursuant to the Private
Placement will be converted into the right to receive shares of ARCA common stock and pre-funded warrants to purchase ARCA common stock,
respectively, in accordance with the exchange ratio at the effective time of the close of the transaction. The proceeds from the Private
Placement are expected to advance the Company’s pipeline, business development activities, working capital, and other general corporate
purposes.
However, the agreements are subject to the satisfaction
of customary closing conditions, and there are no assurances that such conditions will be achieved nor that such financing or other strategic
transactions will be available on acceptable terms, or at all. If the Merger Agreement is terminated under certain circumstances, ARCA
could be required to pay Oruka a termination fee of $0.4 million or Oruka could be required to pay ARCA a termination fee of $0.4 million.
Based on its expectation of continuing operating losses for the foreseeable future, as of May 13, 2024, the date the Company’s financial
statement is available to be issued, the Company has concluded there is substantial doubt about its ability to continue as a going concern
for at least twelve months from the date the financial statement is available to be issued.
In connection with the Merger Agreement discussed
above, the Company effected a one-for-twelve reverse stock split of the Company’s issued and outstanding shares of common stock
on September 3, 2024 without any change in the par value per share. Unless otherwise stated, all information related to the Company’s
common stock, common stock warrants, restricted stock awards, and stock options, as well as the per share amounts, have been retroactively
adjusted to give effect for the one-for-twelve reverse stock split and reverse merger exchange ratio of 6.8569 as calculated in accordance
with the Merger Agreement for all periods presented.
2. Summary of Significant Accounting Policies
Subscription receivable
The Company accounts for any notes received in exchange
for common stock as a subscription receivable, provided the note underlying the receivable is paid prior to the date the financial statement
is available to be issued.
3. Common Stock
As of February 6, 2024, the Company has the authority
to issue a total of 65,000,000 shares of common stock at a par value of $0.001. As of February 6, 2024, 3,197,975 shares of common stock
were issued and outstanding for a nominal consideration, which was received in March 2024, prior to the date the financial statement is
available to be issued. Each share of common stock entitles the holder to one vote for each share of common stock held of record by such
holder on all matters on which stockholders generally are entitled to vote. The holders of common stock are entitled to receive dividends,
if any, as declared by the Company’s Board of Directors. Upon dissolution, liquidation or winding up of the Company, the holders
of shares of common stock, subject to the rights of the holders of any outstanding series of preferred stock, shall be entitled to receive
the assets of the Company available for distribution to its stockholders ratably in proportion to the number of shares held.
4. Related Party Transactions
The Company issued 3,197,975 shares of common stock,
through a series of contribution agreements, to Paragon, Paruka Holding, LLC (“Paruka”), an entity formed by Paragon as a
vehicle to hold equity in the Company, and Oruka Advisors LLC (“Oruka Advisors”), an entity formed by Paragon as a vehicle
to hold equity in the Company, as part of its common stock subscription agreement with such entities. As of February 6, 2024, Paragon,
Paruka and Oruka Advisors each beneficially own approximately 44.7%, 44.7% and 10.6%, respectively, of the Company through their common
stock holdings.
5. Commitments and Contingencies
The Company may be subject to legal proceedings
that arise in the ordinary course of business. As of February 6, 2024, there were no material proceedings to which the Company was a party,
nor did the Company have knowledge of any proceedings threatened against it.
6. Stock-Based Compensation
On February 6, 2024, the Company’s Board of
Directors approved the 2024 Equity Incentive Plan (the “2024 Plan”), under which the Company may grant stock options, restricted
stock awards, restricted stock units, or other stock-based awards to its employees, officers, directors, consultants, and advisors. The
Company reserved 213,085 shares of its common stock for issuance under the 2024 Plan. As of February 6, 2024, no awards had been issued
under the plan.
7. Subsequent Events
The Company evaluated all events subsequent to February
6, 2024, through May 13, 2024, the date on which the financial statement was available to be issued.
Stock-Based Compensation
In February 2024, the Company’s Board of Directors
authorized and granted 1,184,749 restricted stock awards at a price of $0.0001 per share to employees of the Company.
In March 2024, the Company’s Board of Directors
authorized and granted 1,022,804 restricted stock awards at a price of $0.0001 per share to consultants and a director of the Company.
On March 5, 2024, the Company’s Board of Directors
approved an amendment to the 2024 Plan to increase the number of shares of common stock available for issuance under the 2024 Plan from
213,085 to 498,789.
On March 22, 2024, the Company granted options for
the purchase of an aggregate 399,222 shares of common stock, at an exercise price of $5.16 per share.
On May 7, 2024, the Company’s Board of Directors
approved an amendment to the 2024 Plan to increase the number of shares of common stock available for issuance under the 2024 Plan from
498,789 to 1,179,193.
On May 7, 2024, the Company granted options for
the purchase of an aggregate 779,971 shares of common stock, at an exercise price of $6.84 per share.
Antibody Discovery and Option Agreements
On March 6, 2024, the Company entered into an Antibody
Discovery and Option Agreement with Paragon and Paruka, which was subsequently amended and restated on March 28, 2024, whereby the Company
was granted an exclusive, worldwide option, on a research program-by-research program basis, to all of Paragon’s right, title and
interest in and to the intellectual property (“ORKA-001”) resulting from the applicable research program to develop, manufacture
and commercialize products directed at the selected target (“IL-23”), with the exception of pursuing ORKA-001 for the treatment
of inflammatory bowel disease. Upon signing of the Antibody Discovery and Option Agreement for ORKA-001, a one-time, non-refundable research
initiation fee of $0.8 million was due to Paragon. This amount was recognized as a research and development expense during the period
ended March 31, 2024, and paid to Paragon in April 2024. The Company is also responsible for 50% of the development costs incurred prior
to March 31, 2024, provided that the Company receives rights to at least one selected IL-23 antibody. As of the date this financial statement
is available to be issued, the Company has not received rights to a selected IL-23 antibody and has not paid or accrued the $5.9 million
of development costs incurred prior to March 31, 2024. The Company will be responsible for 50% of the ORKA-001 development costs incurred
from and after March 31, 2024, through the completion of the IL-23 selection process.
On March 6, 2024, the Company also entered into
an Antibody Discovery and Option Agreement with Paragon and Paruka, which was subsequently amended and restated on March 28, 2024, whereby
the Company was granted an exclusive, worldwide option, on a research program-by-research program basis, to all of Paragon’s right,
title and interest in and to the intellectual property (“ORKA-002”) resulting from the applicable research program to develop,
manufacture and commercialize products directed at the selected target (“IL-17”). The Company was also required to reimburse
Paragon $3.3 million for development costs related to ORKA-002 incurred by Paragon through December 31, 2023 and certain other development
costs related to ORKA-002 incurred by Paragon between January 1, 2024 and March 6, 2024. This amount was recognized as a research and
development expenses during the period from February 6 (inception) to March 31, 2024 and accounts payable as of March 31, 2024. The Company
paid $3.3 million to Paragon in April 2024. The Company is also responsible for the development costs incurred by Paragon from January
1, 2024 to March 31, 2024 of $0.9 million, which was recognized as a research and development expense in the period from February 6 (inception)
to March 31, 2024. The Company will be required to pay Paragon $0.8 million for the research initiation fee related to ORKA-002 within
30 days following finalization of the ORKA-002 research plan as well as for subsequent development costs related to ORKA-002.
As of the date of issuance of the Company’s
financial statement, the Company has not exercised its options with respect to ORKA-001 or ORKA-002. For each of these agreements, if
the Company exercises its options, it will be required to make non-refundable milestone payments to Paragon of up to $12.0 million upon
the achievement of certain clinical development milestones, up to $10.0 million upon the achievement of certain regulatory milestones,
as well as tiered royalty payments in the low-to-mid single-digits beginning on the first commercial sale.
Additionally, as part of the Antibody Discovery
and Option Agreements, on each of December 31, 2024 and December 31, 2025, the Company will grant Paruka warrants to purchase a number
of shares equal to 1.00% of the then outstanding shares of the Company’s common stock as of the date of the grant on a fully-diluted
basis, with an exercise price equal to the fair market value of the underlying shares on the grant date.
Series A Preferred Stock
On March 6, 2024, the Company issued 20,000,000
shares of Series A convertible preferred stock to Fairmount Healthcare Fund II, L.P. (“Fairmount”), a related party of the
Company, at a purchase price of $0.15 per share for gross proceeds of $3.0 million. The Company incurred less than $0.1 million of issuance
costs in connection with this transaction.
The holders of Series A convertible preferred stock
are entitled to vote, together with the holders of common stock, on all matters submitted to stockholders for a vote. Each holder of outstanding
shares of Series A convertible preferred stock is entitled to the number of votes equal to the number of shares of common stock into which
the shares of preferred stock held by such holder are convertible as of the record date for determining stockholders entitled to vote
on such matter.
Each share of Series A convertible preferred stock
is convertible at the option of the holder, at any time, and without the payment of additional consideration by the holder. In addition,
each share of Series A convertible preferred stock will be automatically converted into shares of common stock at the applicable conversion
ratio then in effect upon either (i) the closing of a firm-commitment underwritten public offering of the Company’s common stock
at a price of at least $12.00 per share resulting in at least $50.0 million of gross proceeds to the Company, or (ii) the vote or written
consent of the holders of a majority of the Preferred Stock, voting as a single class.
The conversion ratio of Series A convertible preferred
stock is determined by dividing the Original Issue Price by the Conversion Price in effect at the time of conversion. The Original Issue
Price is $0.15 per share for Series A convertible preferred stock (in each case subject to appropriate adjustment in the event of any
stock split, stock dividend, combination or other similar recapitalization and other adjustments as set forth in the Company’s certificate
of incorporation, as amended and restated). The Conversion Price is approximately $0.26 per share for Series A convertible preferred stock
and each outstanding share of Series A Preferred Stock was convertible into common stock at a 0.5712 conversion ratio.
The Company may not declare, pay or set aside any
dividends on shares of any other class or series of capital stock of the Company (other than dividends on shares of common stock) unless
the holders of the Series A convertible preferred stock then outstanding first receive, or simultaneously receive, a dividend on each
outstanding share of Series A convertible preferred stock in an amount at least equal to (i) in the case of a dividend being distributed
to common stock or any class or series that is convertible into common stock, the equivalent dividend on an as-converted basis or (ii)
in the case of a dividend on any class or series that is not convertible into common stock, a dividend equal to a dividend rate on Series
A convertible preferred stock calculated based on the respective Original Issue Price of Series A convertible preferred stock.
In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company, or upon the occurrence of a Deemed Liquidation Event (as defined below), the holders of shares
of Series A convertible preferred stock then outstanding are entitled to be paid out of the assets or funds of the Company available for
distribution to stockholders before any payment is made to the holders of common stock. The holders of Series A convertible preferred
stock are entitled to an amount equal to the greater of (i) the applicable Original Issue Price per share of Series A convertible preferred
stock, plus any declared but unpaid dividends thereon, or (ii) the amount per share that would have been payable had all shares of Series
A convertible preferred stock been converted into common stock immediately prior to such liquidation, dissolution, winding up or Deemed
Liquidation Event. If upon any such liquidation event, the assets or funds of the Company available for distribution to stockholders are
insufficient to pay the full amount to which they are entitled, then the holders of shares of Series A convertible preferred stock will
share ratably in any distribution of the assets or funds available for distribution in proportion to the respective amounts which would
otherwise be payable if it were paid in full.
Unless the holders of a majority in voting power
of the then outstanding shares of Series A convertible preferred stock elect otherwise, a Deemed Liquidation Event shall include a merger
or consolidation (other than one in which stockholders of the Company own a majority by voting power of the outstanding shares of the
surviving or acquiring corporation) or sale, lease, transfer, exclusive license or other disposition of all or substantially all of the
Company’s assets.
Series A convertible preferred stock does not have
redemption rights, except for the contingent redemption upon the occurrence of a Deemed Liquidation Event.
Convertible Notes
On March 6, 2024, the Company entered into a Series
A Preferred Stock and Convertible Note Purchase Agreement (the “Purchase Agreement”) with Fairmount, whereby the Company issued
a convertible note (the “Convertible Note”), with an initial principal amount of $25.0 million, that can be converted into
Series A preferred stock (or a Series of preferred shares that is identical in respect to the shares of preferred shares issued in its
next equity financing) or shares of the Company’s common stock in exchange for proceeds of $25.0 million. The Convertible Note will
automatically convert into shares of the Company’s common stock upon the closing of a corporate transaction, including the reverse
recapitalization transaction, and is otherwise due and payable at the request of the holder at any time. The Convertible Note accrues
interest at a rate of 12.0% per annum. All unpaid interest and principal are scheduled to mature on December 31, 2025. Prepayment is not
permitted without prior written consent of Fairmount. Pursuant to the Purchase Agreement, the Company has the right to sell and issue
additional convertible notes up to an aggregate principal amount equal to $30.0 million, in addition to the $25.0 million of initial principal
amount of the Convertible Note.
Oak Grove Lease
On April 12, 2024, the Company entered into a lease
agreement with Oak Grove LP (“Oak Grove Lease”) for office space located in Menlo Park, California. The lease commencement
date is June 15, 2024 with an initial term of 39.5 months. The total lease payment is expected to be $1.4 million over the initial lease
term.
8. Events subsequent to the reissuance of the financial statement
(unaudited)
In connection with the reissuance of the financial
statement, the Company has evaluated subsequent events through November 13, 2024, the date the financial statement was available to be
reissued.
v3.24.3
Cover
|
Nov. 14, 2024 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Nov. 14, 2024
|
Entity File Number |
000-22873
|
Entity Registrant Name |
Oruka Therapeutics, Inc.
|
Entity Central Index Key |
0000907654
|
Entity Tax Identification Number |
36-3855489
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
855 Oak Grove Avenue
|
Entity Address, Address Line Two |
Suite 100
|
Entity Address, City or Town |
Menlo Park
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
94025
|
City Area Code |
650
|
Local Phone Number |
606-7910
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Common Stock, $0.001 par value
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Oruka Therapeutics (NASDAQ:ORKA)
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